Politics in the Boardroom

On a Personal Note

By John Carver

August 22, 2012

One of my recent consultations involving a national board in the United States exemplified a phenomenon I’ve encountered many times in my years of governance consulting. A board member who had enjoyed exercising individual authority kept bringing up a series of often ill-informed resistances to Policy Governance. It is normal, and indeed wise, for board members not only to inquire about Policy Governance specifics, but to insist that the claims made for the model be justified. After all, Policy Governance calls for abandoning longstanding practices and adopting counterintuitive concepts as a new way of board life. So responsibly challenging the model head-on is not the kind of resistance I am referring to.

I mean a resistance that occurs as (1) immovable opposition even after repeated explanations that others have accepted as reasonable, (2) continuing criticisms that are ill founded and even conscious misrepresentation of what the model says, or (3) behind-the-scenes bargaining more like political pressuring than honestly seeking a better system. The first of these is the most palatable to me since it may be sincere disagreement with the model or a benign misperception. We should never squelch this kind of resistance because that endorses groupthink. Of course, neither should a board allow clearly sincere dissent to paralyze the rest of the board into inaction. It should honor the dissent and move on.

The second and third forms of resistance are more problematic. In the second, after making sure what appears to be ill intent is not just a slow rendition of the first form, it is best for a board to confront the dissident with his or her allegations and demand an explanation. The worst response would be to ignore the misspeaking member, making continued misrepresentation even easier; it would be as if members are not expected to be truthful even when they are disagreeing. Confronting need not necessarily be of the “why are you lying?” variety; it can be much softer in form while stinging in implication: “George, we don’t understand why you said Policy Governance distances the board from the membership [or school board from the community] when you know it calls for even more board-ownership interaction than ever before,” or, “Juanita, help us understand what you meant when you told the reporter that Policy Governance lets management do anything it wants.” If dissidence is expressed in a public way, it is frequently better for a board to publicly refute the misinformation than be victimized by it.

The third form of resistance is the hardest to discern and confront. Because the actions are hidden from view, even sneaky, shifty bargaining or rumormongering can be denied by those who engage in them. In my experience, such activities tend to be driven not by issues with Policy Governance itself but by other factors—predominantly threatened loss of personal power.

Let me give a couple of examples. In the first, a feud between a board chair and a board member had erupted (not for the first time in this organization), and the board’s adoption of Policy Governance had become a convenient weapon in their dispute. The first I knew about it was when people turned up at the annual general meeting wearing lapel pins with a red diagonal bar across the word Carver! In the second, a school board member in Arizona insisted that conflicts between teachers and principal in her nearest school be brought to her for resolution; she actually kept an office in that school. When her board, newly embracing Policy Governance, demanded she stop interfering, she was so incensed that she engineered a political skirmish about the board’s squelching of her rights as an elected official.

Policy Governance consultants—I must admit my early naiveté on this—can be so focused on pure motivation for board leadership excellence that we think no one can possibly help but see what Policy Governance brings to systematic governance improvement. We can be accepting of the first form of resistance, but irritated by the second, and completely blindsided by the third.

In this issue of Board Leadership, Bill Harper reflects on what Policy Governance means to him as an experienced CEO, Miriam and I comment on one organization’s Ends policies, and John Bruce shares his thoughts on a report by the U.K. Institute of Chartered Secretaries and Administrators on governance of the National Health Service. He focuses on the disconnect between governance best practice and reality in the health system in England.